REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 16th, 2022 • Pomelo Acquisition Corp LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2022, is made and entered into by and between Pomelo Acquisition Corporation Limited, a Cayman Islands exempted company (the “Company”), Fruitbasket Holding Ltd. (the “Sponsor”) (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
7,500,000 Units POMELO ACQUISITION CORPORATION LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • March 16th, 2022 • Pomelo Acquisition Corp LTD • Blank checks • New York
The undersigned, Pomelo Acquisition Corporation Limited, a Cayman Islands exempted company (“Company”), hereby confirms its agreement with Prime Number Capital, LLC (hereinafter referred to as “you” or the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
POMELO ACQUISITION CORPORATION LIMITED Room 1001, No. 4, Lane 1, West Weifang Road Pudong New Area, Shanghai, ChinaPomelo Acquisition Corporation Limited • November 1st, 2021 • New York
Pomelo Acquisition Corporation Limited, a Cayman Islands exempted company with limited liability (the “Company”), is pleased to accept the offer of Fruitbasket Holding Ltd., a British Virgin Islands business company (the “Subscriber” or “you”), has made to subscribe for 1,437,500 Class B ordinary shares of the Company (the “Shares”), $0.001 par value per share (the “Class B Shares”), up to 187,500 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, $0.001 par value per share (the “Class A Shares”). Pursuant to the Company’s memorandum and articles of association, as amended to the date hereof (the “Articles”), unless otherwise provided in the definitive agreeme
WARRANT AGREEMENTWarrant Agreement • March 16th, 2022 • Pomelo Acquisition Corp LTD • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Pomelo Acquisition Corporation Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • January 19th, 2022 • Pomelo Acquisition Corp LTD • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [ ], 2022 among the Company, Indemnitee and the other parties thereto pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 16th, 2022 • Pomelo Acquisition Corp LTD • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2022 by and between Pomelo Acquisition Corporation Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
Pomelo Acquisition Corporation Limited Room 1001, No. 4, Lane 1, West Weifang Road Pudong New Area, Shanghai, ChinaLetter Agreement • March 16th, 2022 • Pomelo Acquisition Corp LTD • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Pomelo Acquisition Corporation Limited, a Cayman Islands exempted company (the “Company”), and Prime Number Capital LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 8,625,000 of the Company’s units (including up to 1,125,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.001 per share (the “Ordinary Shares”), and one-half of one warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 (File 333-26064
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • March 16th, 2022 • Pomelo Acquisition Corp LTD • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of [ ], 2022, by and between Pomelo Acquisition Corporation Limited, a Cayman Islands exempted company (the “Company”), having its principal place of business at Room 1001, No. 4, Lane 1, West Weifang Road, Pudong New Area, Shanghai, China and Fruitbasket Holding Ltd., a British Virgin Islands business company, having its principal place of business at Room 1001, No. 4, Lane 1, West Weifang Road, Pudong New Area, Shanghai, China (the “Subscriber”).
POMELO ACQUISITION CORPORATION LIMITED Room 1001, No. 4, Lane 1, West Weifang Road Pudong New Area, Shanghai, ChinaPomelo Acquisition Corp LTD • January 19th, 2022 • Blank checks • New York
This letter agreement by and between Pomelo Acquisition Corporation Limited, a Cayman Islands exempted company (the “Company”) and Fruitbasket Holding Ltd. (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”)of the Company’s Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) in connection with its initial public offering and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
